-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Actyteuv2QLuqXJBJIrnB8FLLcm1eWV0pJmlVBbi60eU0wlI758+5nqRUogh/l46 FWhZi4eWcwCzMg1A2ZJpRg== 0000950136-07-002390.txt : 20070409 0000950136-07-002390.hdr.sgml : 20070409 20070409172904 ACCESSION NUMBER: 0000950136-07-002390 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070409 DATE AS OF CHANGE: 20070409 GROUP MEMBERS: ARIE BARATZ GROUP MEMBERS: ENRIQUE JAVIER VARELA BARRIOS GROUP MEMBERS: FREDERICK J. COHN GROUP MEMBERS: J.M. BOS-VUIJST GROUP MEMBERS: JOHN PETERSON GROUP MEMBERS: JOSE PAULO RODRIGUES DINIS DA SILVA GROUP MEMBERS: JUAN JOSE NAJERA DIAZ GROUP MEMBERS: LESLIE STANFORD GROUP MEMBERS: LEUNG SZE MAN GROUP MEMBERS: MARKUS LEHMANN GROUP MEMBERS: MICHIKO DEJAEGHERE GROUP MEMBERS: RONALD P.J. BOS GROUP MEMBERS: SUSAN PETERSON GROUP MEMBERS: TAE HO KIM FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STANFORD LESLIE CENTRAL INDEX KEY: 0001311171 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: (310) 410-9600 MAIL ADDRESS: STREET 1: C/O HERBALIFE INTERNATIONAL, INC. STREET 2: 1800 CENTURY PARK EAST CITY: LOS ANGELES STATE: CA ZIP: 90067 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HERBALIFE LTD. CENTRAL INDEX KEY: 0001180262 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80216 FILM NUMBER: 07757241 BUSINESS ADDRESS: STREET 1: P.O. BOX 309GT STREET 2: UGLAND HOUSE, SOUTH CHURCH STREET CITY: GEORGE TOWN STATE: E9 ZIP: 00000 BUSINESS PHONE: 310 410 9600 MAIL ADDRESS: STREET 1: P.O. BOX 309GT STREET 2: UGLAND HOUSE, SOUTH CHURCH STREET CITY: GEORGE TOWN STATE: E9 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: WH HOLDINGS CAYMAN ISLANDS LTD DATE OF NAME CHANGE: 20020814 SC 13D/A 1 file1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

HERBALIFE LTD.

(Name of Issuer)

Common Shares, par value $0.002 per share

(Title of Class of Securities)

G4412G 10 1

(CUSIP Number)

Leslie Stanford 1490 Lafayette Street Suite 201 Denver, Colorado 80218	Markus Lehmann Kreuzbuehel 15 FL-9493 Mauren, Liechtenstein
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

With a copy to:

Greenberg Traurig, LLP

The Met Life Building

200 Park Avenue

New York, New York 10166

Attention: Michael B. Solovay

Lorenzo Borgogni

Telephone: (212) 801-9200

April 6, 2007

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(c), 240.13d-1(f) or 240.13d-1(g), check the following box. o

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D/A

This Amendment No. 3 relates to the Statement of Beneficial Ownership on Schedule 13D filed jointly by Leslie Stanford, Markus Lehmann, John Peterson, Jose Paulo Rodrigues Dinis da Silva, J.M. Bos-Vuijst, Ronald P.J. Bos, Michiko Dejaeghere, Tae Ho Kim, Susan Peterson, Leung Sze Man, Fredrick J. Cohn, Enrique Javier Varela Barrios, Juan Jose Najera Diaz and Arie Baratz (collectively, the “Reporting Persons”) with the Securities and Exchange Commission on March 28, 2007, as amended by Amendment No. 1 filed with the SEC on March 30, 2007 and by Amendment No. 2 filed with the SEC on April 5, 2007 (the “Schedule 13D”). Item 4 of the Schedule 13D is amended as set forth below, and all other Items of the Schedule 13D remain unchanged. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D.

Item 4. Purpose of Transaction

Item 4 is hereby amended to add the following supplemental information:

“The Reporting Persons understand that Buyer and the Issuer have terminated their previously disclosed discussions concerning Buyer’s possible interest in exploring making a proposal to acquire all of the outstanding Common Shares of the Issuer and that the Issuer's Board of Directors has terminated the term of the Special Committee and the Special Committee has disbanded. In those discussions, Buyer had communicated to the Special Committee of the Issuer’s Board of Directors its willingness to consider submitting an indication of interest at a price higher than its original price if Buyer and the Issuer reached an understanding as to process. The Reporting Persons understand that Buyer had also indicated its willingness to discuss cooperating, even before entering a definitive agreement, in the Special Committee’s pursuing alternative transactions with other parties, and to discuss supporting a different party’s transaction that was embraced by the Issuer’s distributors, the Special Committee and the Board.

Going forward, each Reporting Person may engage in sales or purchases of Common Shares of the Issuer, on the open market or otherwise, from time to time, subject to any applicable restrictions under U.S. securities laws.”

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this amendment is true, complete and correct.

Dated as of April 9, 2007

	/s/ Leslie Stanford
	Leslie Stanford

	/s/ Leslie Stanford*
	Markus Lehmann

	/s/ Leslie Stanford*
	John Peterson

	/s/ Leslie Stanford*
	J.M. Bos-Vuijst

	/s/ Leslie Stanford*
	Ronald P.J. Bos

	/s/ Leslie Stanford*
	Jose Paulo Rodrigues Dinis da Silva

	/s/ Leslie Stanford*
	Michiko Dejaeghere

	/s/ Leslie Stanford*
	Tae Ho Kim

	/s/ Leslie Stanford*
	Susan Peterson

	/s/ Leslie Stanford*
	Leung Sze Man

	/s/ Leslie Stanford*
	Fredrick J. Cohn

	/s/ Leslie Stanford*
	Enrique Javier Varela Barrios

	/s/ Leslie Stanford*
	Juan Jose Najera Diaz

	/s/ Leslie Stanford*
	Arie Baratz

Leslie Stanford is signing on behalf of Markus Lehmann, John Peterson, Jose Paulo Rodrigues Dinis da Silva, J.M. Bos-Vuijst, Ronald P.J. Bos, Michiko Dejaeghere, Tae Ho Kim, Susan Peterson, Leung Sze Man, Fredrick J. Cohn, Enrique Javier Varela Barrios, Juan Jose Najera Diaz and Arie Baratz as attorney-in-fact pursuant to a power of attorney that is attached as Exhibit A to the Schedule 13D that was previously filed with the SEC on March 28, 2007, and hereby incorporated by reference herein.

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